I left my heart in San Francisco
by XenaLin
Summary: Inspired by the song with the same name. WillKaren centered. Rating and genres might change later. R&R please.
1. Chapter 1

**Disclaimer: I do not own the characters or the TV-show Will&Grace, Karen nor Jack. I do not own any character in this story, except occasional made-up ones. **

Chapter 1.

_1985_

He knew he had to go away, far away from the Big Apple that was New York City. If he didn't he'd go insane. His family and friends, even Grace went on his nerves. She was his best friend and the only real family he'd ever had but she went on his nerves with this boyfriend/girlfriend thing and the fact that she was always trying to make them end up in bed together. He hated that part. He loved her with all his heart, she really was his best friend and companion but he knew he couldn't make her happy in the sense she wanted to, by marriage. He was gay and he knew it even though he tried to deny it to everyone, most of all himself.  
'Will, you're as gay as christmas' his friend Jack used to say. He had recently met Jack at a party. They had connected instantly. Jack was gay and he wasn't afraid to show it, Will envied that about him.  
Now however, he had to leave the city or else he would probably do something he couldn't take responsibility for later. He sat on his bed, thinking. Grace was expecting him over at hers in a few minutes. Jack was on the phone talking to him. Will zoomed out as Jack went on and on about something. He didn't know what he was talking about so he zoomed out. He finally just hung up on Jack, got to his closet and took a bag, packing it with some clothes and the most essential such as hairgel and shampoo. He grabbed his wallet on his desk and went downstairs. His mother was in the kitchen making a drink as usual and his father .. was absent as usual. Something with business his mother said.  
'Okay mom' Will said, 'I'm leaving for a while. I can't stay here anymore. I need to leave the city.'  
His mother turned around with a dim look in her eyes. Her hand holding a Manhattan drink. Will rolled his eyes and walked towards the door.  
'Okay dear' Marilyn said, 'see you later.'  
Will sighed and held his bag tight as he got into the cab that he had called for.  
'Airport' he told the driver and the car was steered away from the curb and out to the street, as it made its way towards the airport.  
Will looked back at the house that had been his home for the past twenty years and then he turned around, vowing to never set foot on this street again, or in that house. At least not for a long time.

He got to the airport and bought himself a ticket to a city that was as far away from New York as possible within the United States.  
The plane would depart quite soon and Will was seated by the gate and waited. He hadn't much luggage with him, just a sportsbag that he took as handluggage.  
He got his seat in the plane and did what was supposed to be done before the plane took off. Then he must've fallen asleep because next thing he knew, he was hit in the head by something. He opened his eyes and was met by a pair of hazelcolored eyes. He felt his heart skip a beat.  
'I'm so sorry mister, are you okay?' he heard a female voice ask him.  
'I'm fine' he answered and smiled at the hazeleyes. He resisted to rub his head where one of the womans bags had hit him.  
She smiled back and put her bags away in the compartment above his seat, before looking at her ticket.  
'It looks like I'm gonna sit next to you on this trip' she spoke softly, smiling gently.  
'Oh, be my guest' he smiled and got up to make room for her to sit next to him.  
She made her way inside his seat and sat down in her own, as he followed her to sit down again.  
'Are you sure you're okay?' she asked him as she shyly looked at him as they sat down.  
'Yes, I'm fine miss, don't worry about me' he spoke softly.  
She almost blushed as he called her miss.  
'Karen' she whispered, 'Karen Delaney.'  
'Will Truman' he smiled. He liked her, he really liked her.  
'Nice to meet you mister Truman' she spoke.  
'Please call me Will' he asked her.  
'Alright, if you call me Karen' she smiled.  
'Deal' he said and reached out his hand.  
She took it and they shook on it.

--

_A/N Okay people, you know the drill ... R&R please, and if you want to critize please do so, but in a constructive way. Thank you. _


	2. Chapter 2

**Disclaimer: I own nothing about Will & Grace, nor Jack or Karen or any character that was in the show, or the show itself. **

**--**

Chapter 2.

The plane went down in Chicago to get some fuel and release and board more passengers. They would make another stop before reaching their final destination.  
'So, where are you going?' Will asked.  
'San Francisco' she answered, 'what about you?'  
'Same' he smiled.  
'Really?' she said, her eyes glittering with excitement.  
Will smiled and nodded. He could really fall for this girl. He had never in a million years thought he could fall for a girl but he had.  
'That sounds great' she answered, trying to hide her excitement. She had really fallen for him. Why not she thought. He's cute, he's smart, he's not stuck up like most people she knew.

They continued talking as the plane taxed in and out of the gate in Chicago, then later in Phoenix, Arizona before landing in San Fancisco.  
They got off the plane together, and as they had gotten their luggage and headed for the exit. They stopped and looked at each other.  
'So, I guess .. this is it' Will said and looked down to the floor.  
'I guess so' she said quietly. 'Thank you for the company.' She smiled at him.  
'Thanks yourself' he smiled back.  
'I .. guess .. I better get going.' Karen spoke and grabbed her bag, and turning towards the exit.  
'Wait' Will said, 'can I buy you a cup of coffee or something?' He almost rolled his eyes. That was such a cliché pick up line, but he couldn't say anything else.  
She turned around, smiling and nodded.  
'Yes' she spoke softly, sighing out of relief. What if he hadn't said anything.  
He smiled, grabbed her bag and carried it out for her. They hailed a cab and gave directions to the driver.

They settled in where they were staying, in the same motel it seemed. They took the cab downtown and sat down at a café, outside. The sun was still up, it was early night. It warmed with its golden rays and Karen closed her eyes for a second as she turned her face towards the sun. Will smiled as he saw her.  
'It's a beautiful evening' he spoke in a low voice.  
She opened her eyes, looking at him and smiled, nodding gently.  
'Yes, it is' she spoke softly.  
'So, you want to go for a walk?' he asked as they had finished their coffee.  
She nodded, and he stood up and helped her on with her jacket before he got his own. As they started walking, she stuck her hand under his arm. He smiled as soon as he felt her hand but didn't say anything.  
They walked in silence for a little while, just taking in the new city with their eyes and ears. It was completely different to New York, yet in a strange way the same. It was alot warmer and sunnier here, but it was also greener and more friendly. In New York you didn't feel very safe outside, especially if you stuck out a little.  
Will sighed as he walked there. He felt incredibly lucky right now, to be able to walk here. In San Francisco. On the other side of the country with a beautiful woman at his side. He had never seen her before, but he already felt that he was seriously falling for her. She was beautiful, smart and funny. Three things he wasn't used to find in a woman.  
Karen smiled as she felt his deep breath. She couldn't believe how lucky she was that her bag had hit this guy in the head at the plane. He was incredible. Nothing at all like the guys she usually fell for or dated. This guy was smart, funny, really cute, handsome and polite. He seemed like he always did his best to make her feel happy or comfortable. She loved that as she wasn't used to it.

They got down to the pier in the harbor and walked along the beach. They removed their shoes and socks and went barefoot in the sand that was now cooling down in the cooler night air. It was still warm, but not as hot as it had been during the day. The seagulls were squawking their evening cries as they flew above Will's and Karen's heads. Karen stopped at one point in the sand, facing the ocean and watched the sun as it set in the sea. Will stood in silence beside her for a moment before quietly speaking:  
'If you listen closely and carefully, you can hear the hissing as the sun hits the water.'  
Karen smiled at his words, and listened really closely and carefully. Will stood close beside her, his arm touching her bare arm. It sent shivers down her spine and Will noticed her start to shiver.  
'Are you cold?' he asked and took off his jacket, and hung it over her shoulders. For some reason she had left hers at her room.  
She smiled and pulled the jacket closer around her.  
'I think I can hear it' she spoke quietly.  
'You can?' he smiled and lowered his head and positioned himself so he was cheek to cheek with her, tilting his head slightly to be able to listen better.  
She felt her heart beat faster as he did, she focused on staring out across the sea as she felt the warmth of his skin and his stubble against her skin. He hadn't shaved since this morning and he needed to now. She took a deep breath and braced herself. She couldn't fall for a guy she had just met on the plane that very same day. She took a small step forward and to the side to get away from him. He made her shiver just by one look, made her body ache for his touch and she hadn't even felt it, made her heart beat faster. She couldn't feel this way about him, not now. She didn't even know him, even though they had been talking all through the flight.  
Will saw her get away from him and he sighed. He was so stupid. Of course she wasn't interested in him.  
'I'm sorry' he mumbled and stuck his hands in his pockets. 'I'm sorry, I shouldn't have done that.'  
She turned her head slightly and looked at him. He looked down into the sand, kicking some sand away with his toes. She sighed.  
She didn't say anything but turned around to face him fully. She stood right in front of him, tilted her head back slightly to be able to look him in the eyes. She just stood there in silence, before reaching up to kiss his lips gently and then pulling back. She then stood there, again looking up into his eyes, questioning.  
He smiled before leaning down to kiss her back, this time letting his arms snake around her body, pulling her to him. She felt herself give in completely to him. She melted right there and then.

--

_A/N So I was able to write another chapter, yay me :D R&R please, you know the drill .. _


	3. Chapter 3

**Chapter 3**

Next morning Will woke up, feeling something heavy on him. He opened his eyes and saw a mess of dark hair on his chest. He smiled. He leaned down to kiss the top of her head, causing her to start moving slightly. She yawned, opened her eyes and looked up at him groggily, smiling.  
'Morning' he whispered.  
'Morning' she answered, still groggy from the sleep.  
'Slept nice?'  
'Like a baby' she smiled as an answer.  
He felt his heart skip a beat as she did. He sighed and wrapped his arms around her body. She buried her face into his chest, inhaling the scent from the washing detergent and himself from his shirt.  
'Last night was amazing' Will spoke in a soft, low voice.  
She nodded, mumbling:  
'Yeah, it was. Thank you Will.'  
'Thanks yourself for listening to me' he spoke.  
She looked up, into his eyes, smiling.  
'Breakfast?'  
He nodded. 'Yeah, breakfast sounds good. Roomservice or out?'  
'Out' she smiled. 'I love this city.'  
She got out of bed, walking to the bathroom and closing the door. He smiled as he saw her walk. He sat up and went to pick out some new clothes for the day, jeans and a t-shirt with a longsleeved shirt over and a baseball jacket over. It was chilly in the air. As soon as she got out, he went inside and shed his clothes he had slept in and went inside the shower thinking about last night.  
All they had done was talk, and kissing, but mostly talking. Karen was getting dressed as Will was in the shower, she was also thinking about the night before. She felt herself fall hard for him. Her mother had taught her not to do that, but she couldn't help it. He was way to handsome, way to sweet and cute and to not fall for him would be a crime. She smiled as she sat on the bed, buttoning up her blouse and drifted away in thoughts to the night before.

'_Will, it can't be that bad' Karen said as she sat on the bed and he was standing by the minibar, getting a bottle of water.  
'Trust me, it is that bad' he answered. 'I mean, my mom is a drunk, my dad .. well he's there but not really.' Will sighed and unscrewed the cork and took a sip. __  
It was hot out even though it was late and the sun had set. It was humid and the sweat was dripping off of his forehead, she could see the drops run down his cheek and down on his neck, and further down inside his shirt where she assumed it was absorbed by the fabric of the shirt. She tore her eyes away as she realised she was staring at him. Will swallowed the water and sighed from the relief the cool brought with it. _

Will got out of the shower, got dressed and shaved before stepping out of the bathroom, seeing Karen sit on the bed buttoning up her blouse made his heart beat faster. He sighed silently and cleared his throat to bring the obviously drifted off Karen back to reality. She hurried to finish her buttoning and putting on her thin cottonpants. Will had shorts and a white t-shirt on, which made Karen all sweaty again just by thinking about it.  
'Ready?' Will asked as he turned around and saw her standing there. She nodded, smiled and picked up her purse before stepping outside, immediately panting. It was scorching hot outside.  
'Oh my God' she panted. 'It's hot.'  
Will was as well short of breath. It was like walking straight into a wall of heat and humidity.  
'I'm beginning to think we should order roomservice, if they deliver' Will said.  
'No, not now' Karen spoke, 'I want to see the city. Let's rent a bike or a motorbike or something.'  
Will nodded, 'Yeah, but first breakfast.'  
They headed across the street where a breakfast diner was located.

--

_A/N So ... what ya guys think? R&R please .. _


	4. Chapter 4

Chapter 4

They hurried inside the diner and got their breakfast before asking the waitress where they could rent a motorbike or a convertible.  
'Down the road is an agency that rents motorbikes, cars, whatever you need' the waitress pointed and smiled friendly at Will.  
Karen noticed that and felt a stung of jealousy but never showed it. She took a drink from her icewater. It was too hot for anything else to drink, or eat for that matter.  
Will smiled politely, but nothing more. 'Thank you miss' he answered, paid the note that was handed to them, and stood up, reaching for Karen's hand.  
Karen stood up as she had finished her water in one big gulp, causing her to get brainfreeze but she didn't show it, just smiled politely and grabbed Will's hand.  
They walked out the door hand in hand, like they were a couple. The waitress sighed and felt bummed. 'Damn, he was so cute' she thought to herself. 'Probably gay though.'

Will and Karen strolled the street down, still hand in hand. Neither really wanted to let go, so they didn't. It felt comfortable, home, right. They got the agency and walked inside.  
It was a relief to come inside. Aircondition was on. They both took a deep breath and sighed.  
"My God, that's nice" Karen said and relaxed.  
"Oh yeah" Will answered and looked around.  
The walls were minty green, and there was a bright red carpet.  
"Can I help you?" They heard a shrill voice ask from behind the dark mahogany counter.  
Will turned his eyes towards this blonde woman with hideous makeup and hairdo.  
"Yes, we'd like to rent a motorbike" Will said.  
"Okay, sign here" the woman said and handed him a paper with lots of writing on it.  
Will signed and paid and they got the keys and the description for the bike and headed outside to look for it on the parkinglot.  
They found it, it was a red, blue and white thing that was more like a vespa, but big enough for two. Will got on and put the helmet on, Karen sat behind him, helmet on and her arms around his waist in a tight grip. Will smiled as he felt it and turned on the ignition and steered the bike out from the lot and out on the roads of San Francisco. They travelled all around the city, and finally hours later, they decided to go to the beach.  
They parked the bike, removed their helmets and walked alonside the beach. The beach was full of tourists and locals, it was still so hot that the air was shivering. They wore as little as possible, and walked in the sand. They couldn't remove their shoes, the sand was too hot.

They walked for hours. It was not the same beach as the night before, but they didn't care. It was just them and the beach, no matter how many tourists and locals that was there.  
As they walked, the day was starting to loose its heat and the sun started to set across the sea. Soon the tourists and locals were gone, and the beach was more or less deserted, just an occasional bird or a stray dog or cat that roamed the beach in search for something to eat.  
'So, how long will you be here?' Will asked.  
'Not sure, as long as it takes I guess' she answered.  
'What are you waiting for?'  
'I don't know, my life to turn over' she sighed.  
'You as well?' was Will's only comment.  
She gave him a look.  
'You're here because you don't know what to do or where to go? But you feel you can't be home 'cause you'll go insane?' she asked.  
He nodded.  
'I told you parts of it last night' he spoke, looking down into the sand, before sitting down in the now cooler, yellowish sand. 'My mom is a drunk, my dad's never around, and my brother is an egoistic bastard, never caring for anyone but himself. And then there's my .. best friend, Grace. She's the only real family I have, and she thinks we're gonna get married but I don't feel that way about her.'  
Karen felt her heart sink in spite of what he had said. He had a girlfriend. She knew it. She should've known.  
Will saw her look, and patted on a patch next to him in the sand, motioning for her to sit down. She did so, very hesitantly.

--

A/N Yeah, I don't think it's good but ... R&R please ..


	5. Chapter 5

**Disclaimer: No ownership of W&G characters at all. **

Chapter 5.

Together they sat there, watching the sun set in the distance. The sun set in the distant sea. This time, neither of them were listening for the hissing of the glowing red ball that sunk lower and lower into the ocean. Karen was sitting there thinking, about her and Will and this girl, Grace.  
Will sat there silent. He knew Karen liked him, and he also knew he had to be honest to her from the start. He really wanted to get to know her well, and hoped that they would get together, rather than him and Grace.  
The darkness came and hid their faces so they couldn't see each other well. The stars came out, and the moon shone her silver rays at them.  
'So, how long have you been together?' Karen asked.  
'Two years' Will said truthfully.  
'Do you love her?'  
'I do' he said, again truthfully.  
'Okay then. I guess we could always be friends' Karen spoke, feeling her tears suddenly start to rise.  
Will sat in silence, feeling his heart almost burst. She didn't want him, but why had he gotten those signals from her if she didn't? He was afraid to ask.  
As he sat there, Karen sighed and stood up.  
'Maybe I should go?' she said, more to herself than to him.  
'No, please don't' Will said. 'Please .. don't.'  
'Why not? What's left other than friendship?' she asked, feeling tears build up inside of her but she refused to let them out. Suddenly she was mad at him for not telling her straight away.  
Will sat silent in thought as he looked up at her. What could he say now? He stood up as he tried to come up with something to say.  
'I love Grace' he started but stopped as he saw Karen's face, but then he continued. 'I love Grace, but I'm in love ... with you' he spoke firmly, knowing it was the truth.  
Karen stood there, her jaw dropped as he spoke those last words. The tears finally let loose as she laughed slightly before kneeling down and kissing him softly on the lips. She pulled back slightly, looking into his eyes. Will reached up, gently wiping away her tears.  
'Its true Karen, I may love Grace, but I'm in love with you.'  
She whimpered slightly, unsure of what to say. Karen softly responded, 'Oh Will, I love you too. And it scares me a little.'  
'Karen, I don't want to be just friends with you.' She looked up into his eyes, seeing the love he felt staring back at her. Karen sighed softly and reached up, cupping his neck and pulled him down for a kiss.  
Will got surprised first but then he smiled in the kiss and snaked his arms around her waist to pull her closer. As he noticed Karen's respond he deepened the kiss and pulled her even closer. He wanted her in ways he never wanted a woman before.

Next morning Karen woke up first, just as the sun was starting to rise. She smiled as she turned around and noticed Will there. Suddenly she heard a screeching sound and looked up. They were still at the beach. They'd fallen asleep on the beech? She sat up and felt the cool air against her bare skin. She looked down and noticed her naked body, next to Will's. 'Damn' she thought. 'We shouldn't have done it here.' She got dressed in a hurry, as she woke Will up at the same time.  
'Will, wake up. You need to get dressed before someone sees us.' She spoke to him.  
He rolled over, but shot up to a standing position as soon as he realised where he was. He got dressed in a hurry and brushed the sand off of him and Karen as best as he could.  
'Sorry, maybe we should've waited' he spoke silently as he brushed the sand off of Karen.  
'No, don't be sorry' Karen said, 'I could've stopped it at any time, and I didn't.'  
She turned around to face Will, who looked down into her hazelcolored eyes and felt his heart skip a beat. Yeah, he was in love for sure. He smiled down at her, and got one back.

----------------------------

A/N I apologise for the long wait, but yeah my writers block is still here, 1,5-2 years down the line. This was all I could muster up for this chapter. R&R please.


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